INDEPENDENCE, Ohio--(EON: Enhanced Online News)--GrafTech International Ltd. (NYSE:GTI) today announced its Board of
Directors has unanimously approved entering into a letter of intent
regarding the potential sale of $150 million of 7% convertible preferred
shares in a private offering to an affiliate of Brookfield Asset
Management Inc. (NYSE: BAM) (TSX: BAM.A) (Euronext: BAMA)
(“Brookfield”), a global alternative asset manager with more than $200
billion in assets under management. GrafTech announced that the Board
also unanimously approved entering into a separate letter of intent for
a possible tender offer by Brookfield to acquire outstanding shares of
GrafTech common stock.

“Over the last eighteen months, we have taken deliberate steps to
position the Company for the long term and believe this transaction is
another example of our continued commitment to positioning the Company
for success”

Possible Issuance of 7% Convertible Preferred Shares

The first letter of intent contemplates that the convertible preferred
shares would be issued in two series. One series would be immediately
convertible into common shares equal to up to 19.9% of the currently
outstanding shares of common stock at a conversion price of $5.00 per
common share, subject to customary and anti-dilution adjustments. The
other series is proposed on the same economic terms and would become
convertible into common shares equal to up to 2.0% of the currently
outstanding shares upon approval by stockholders in accordance with New
York Stock Exchange requirements. Upon receipt of such approval, the two
series would be combined into one series. Upon issuance of the preferred
shares, Brookfield would have the right to add two members to the
Company’s Board.

“Over the last eighteen months, we have taken deliberate steps to
position the Company for the long term and believe this transaction is
another example of our continued commitment to positioning the Company
for success,” said Joel Hawthorne, Chief Executive Officer of GrafTech.
“We are pleased to partner with Brookfield, which has a long and proven
track record of success and has demonstrated confidence in our strategic
plan and prospects. Brookfield shares our focus on executing a strategy
that will allow GrafTech to manage through intensifying industry
challenges in preparation for a cyclical upturn. While we continue to
face considerable industry challenges, we have made significant progress
in delivering differentiated products to customers, optimizing our
portfolio and efficiently managing costs, and we are committed to
achieving these objectives.”

Mark Weinberg, Managing Partner, Brookfield Private Equity, added, “We
are pleased to make this equity investment in GrafTech, tangible
evidence that reflects our strong endorsement of the Company’s
leadership, business plan and underlying asset quality. We have had the
opportunity to do financial and operational due diligence including site
visits to the majority of the Company’s plants. From our perspective as
an owner of many businesses, including steel manufacturing, we observed
operational efficiencies being achieved through GrafTech’s Lean
Manufacturing management system, passionate management, engaged
employees, a flat organizational structure and a keen sense of what
drives long-term value in the graphite business. We look forward to a
long and rewarding relationship with the Company.”

Possible Tender Offer at $5.05 per Share

The second letter of intent contemplates a potential tender offer by
Brookfield to purchase up to all of the outstanding shares of GrafTech
common stock at a purchase price of $5.05 per share, representing a
proposed premium of 26% based on the average closing price of the
Company's common shares during the 60 trading days ended April 28, 2015.
Acceptance of and payment for shares tendered would be conditioned on at
least approximately 15% of the outstanding shares of GrafTech common
stock being tendered and not withdrawn. If more than approximately 75%
of the outstanding shares of common stock are tendered and not
withdrawn, it is expected that the remaining shares would be acquired in
a merger transaction at the same price.

The potential tender offer, if it occurs, is intended to provide
GrafTech stockholders the option to choose immediate liquidity at a
premium or to participate in GrafTech as a stockholder following the
closing of the tender offer (subject to the tender offer provisions)
with the benefit of Brookfield sponsorship going forward. If the tender
offer occurs, a stockholder might choose to accept a combination of both
cash and continued ownership of GrafTech shares.

The Company believes that Brookfield has an exceptional track record
sponsoring public companies in difficult underlying market conditions,
including significant knowledge and experience in steel, mining and
metals, and other industrial sectors.

Consummation of Transactions Under Letters of Intent Subject to Entry
into Definitive Agreements

GrafTech and Brookfield intend to negotiate and execute definitive
agreements regarding both the possible convertible preferred issuance
and the potential tender offer in the near term. There can be no
assurance that any definitive agreement will be signed or that any
transaction will be consummated.

In order to give GrafTech stockholders adequate opportunity to consider
the choices expected to be presented by the tender offer, GrafTech’s
Board has decided to postpone the Company’s 2015 Annual Meeting of
Stockholders to a later date.

Conference Call

GrafTech today also reported earnings for the first quarter ended March
31, 2015. GrafTech will host a webcast and conference call with
investors and analysts to discuss this announcement and earnings at 8:00
am Eastern Time on April 30, 2015.

The live webcast will be available at www.graftech.com
in the investor relations section. The dial-in telephone numbers for the
live audio are:

Domestic – (877) 736-7716International – (706) 501-7465

The rebroadcast webcast will be available following the call, and for 30
days thereafter, at www.graftech.com
in the investor relations section.

Advisors

J.P. Morgan Securities LLC is serving as financial advisor to GrafTech
on both the possible convertible preferred issuance and the potential
tender offer, and Withers LLP and Willkie Farr & Gallagher LLP are
serving as legal counsel, in connection with the negotiations regarding
these prospective transactions.

About GrafTech

GrafTech International is a global company that has been redefining
limits for more than 125 years. We offer innovative graphite material
solutions for our customers in a wide range of industries and end
markets, including steel manufacturing, advanced energy applications and
latest generation electronics. GrafTech operates 18 principal
manufacturing facilities on four continents and sells products in over
70 countries. Headquartered in Independence, Ohio, GrafTech employs
approximately 2,400 people. For more information, call 216-676-2000 or
visit www.GrafTech.com.

Notice to Investors

The possible convertible preferred issuance has not yet occurred and
the potential tender offer described above has not yet commenced. This
communication is not an offer to buy nor a solicitation of an offer to
sell any shares of common stock of GrafTech. The solicitation and the
offer to buy shares of common stock of GrafTech will only be made
following definitive documentation and pursuant to a tender offer
statement on Schedule TO, including an offer to purchase, a letter of
transmittal and other related materials that Brookfield intends to file
with the SEC. In addition, following definitive documentation, GrafTech
intends to file with the SEC a Solicitation/Recommendation Statement on
Schedule 14D-9 with respect to the tender offer. If filed, stockholders
will be able to obtain the tender offer statement on Schedule TO, the
offer to purchase, the Solicitation/Recommendation Statement of GrafTech
on Schedule 14D-9 and related materials with respect to the tender offer
and the merger, free of charge at the website of the SEC at www.sec.gov,
and from any information agent named in the tender offer materials.
Stockholders may also obtain, at no charge, any such documents filed
with or furnished to the SEC by GrafTech under the "Investors Relations"
section of GrafTech's website at www.graftech.com.
STOCKHOLDERS ARE ADVISED TO READ THESE DOCUMENTS IF AND WHEN THEY BECOME
AVAILABLE, INCLUDING ANY SOLICITATION/RECOMMENDATION STATEMENT OF
GRAFTECH AND ANY AMENDMENTS THERETO, AS WELL AS ANY OTHER DOCUMENTS
RELATING TO THE TENDER OFFER AND THE MERGER THAT ARE FILED WITH THE SEC,
CAREFULLY AND IN THEIR ENTIRETY, PRIOR TO MAKING ANY DECISIONS WITH
RESPECT TO WHETHER TO TENDER THEIR SHARES INTO ANY POTENTIAL TENDER
OFFER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING THE
TERMS AND CONDITIONS OF ANY POTENTIAL TENDER OFFER.

Forward-Looking Statements

This news release and related discussions may contain forward-looking
statements about such matters as: the proposed issuance of convertible
preferred stock, the conditions to consummation of such potential
issuance, the terms of any such potential issuance and stock, the use of
proceeds and related matters; a possible tender offer and merger, the
conditions to consummation thereof, the terms thereof and related
matters; the effects of such possible issuance, tender offer and merger
under equity award and benefit plans and agreements or our credit
agreement, senior notes or senior subordinated notes; our outlook for
2015; future or targeted operational and financial performance; growth
prospects and rates; the markets we serve; future or targeted
profitability, cash flow, liquidity, sales, costs and expenses, tax
rates, working capital, inventory levels, debt levels, capital
expenditures, EBITDA, cost savings and business opportunities and
positioning; strategic plans; stock repurchase plans; cost, inventory
and supply-chain management; rationalization and related activities; the
impact of rationalization, product line changes, cost competitiveness
and liquidity initiatives; expected or targeted changes in production
capacity or levels, operating rates or efficiency in our operations or
our competitors' or customers' operations; future prices and demand for
our products; product quality; diversification, new products and product
improvements and their impact on our business; the integration or impact
of acquired businesses; investments and acquisitions that we may make in
the future; possible financing or refinancing (including factoring and
supply-chain financing) activities; our customers' operations, order
patterns and demand for their products; the impact of customer
bankruptcies; our position in markets we serve; regional and global
economic and industry market conditions, including our expectations
concerning their impact on us and our customers and suppliers;
conditions and changes in the global financial and credit markets; legal
proceedings and antitrust investigations; our liquidity and capital
resources, including our obligations under our senior subordinated notes
that mature in November 2015; tax rates and the effects of
jurisdictional mix; the impact of accounting changes; and currency
exchange and interest rates and changes therein.

We have no duty to update these statements. Our expectations and
targets are not predictions of actual performance and historically our
performance has deviated, often significantly, from our expectations and
targets. Actual future events, circumstances, performance and trends
could differ materially, positively or negatively, due to various
factors, including: failure to enter into definitive agreements relating
to the preferred stock issuance on the tender offer and merger; failure
to satisfy conditions to be contained in any such agreements to
consummation thereof, including due to material adverse changes
affecting the Company or its prospects or failure to obtain regulatory
approvals; litigation in relation to such transactions; actual timing of
the filing of our Form 10-K with the SEC and potential effects of delays
in such filing; failure to achieve cost savings, EBITDA or other
estimates; actual outcome of uncertainties associated with assumptions
and estimates used when applying critical accounting policies and
preparing financial statements; failure to successfully develop and
commercialize new or improved products; adverse changes in cost,
inventory or supply-chain management; limitations or delays on capital
expenditures; business interruptions including those caused by weather,
natural disaster or other causes; delays or changes in, or
non-consummation of, proposed investments or acquisitions; failure to
successfully integrate or achieve expected synergies, performance or
returns expected from any completed investments or acquisitions;
inability to protect our intellectual property rights or infringement of
intellectual property rights of others; changes in market prices of our
securities; changes in our ability to obtain new or refinance existing
financing on acceptable terms; adverse changes in labor relations;
adverse developments in legal proceedings or investigations;
non-realization of anticipated benefits from, or variances in the cost
or timing of, organizational changes, rationalizations and
restructurings; loss of market share or sales due to rationalization,
product-line changes or pricing activities; negative developments
relating to health, safety or environmental compliance, remediation or
liabilities; downturns, production reductions or suspensions or other
changes in steel, electronics and other markets we or our customers
serve; customer or supplier bankruptcy or insolvency events; political
unrest which adversely impacts us or our customers' businesses; declines
in demand; intensified competition and price or margin decreases;
graphite-electrode and needle-coke manufacturing capacity increases;
fluctuating market prices for our products, including adverse
differences between actual graphite-electrode prices and spot or
announced prices; consolidation of steel producers; mismatches between
manufacturing capacity and demand; significant changes in our provision
for income taxes and effective income-tax rate; changes in the
availability or cost of key inputs, including petroleum-based coke or
energy; changes in interest or currency-exchange rates; inflation or
deflation; failure to satisfy conditions to government grants;
continuing uncertainty over fiscal or monetary policies or conditions in
the U.S., Europe, China or elsewhere; changes in fiscal and monetary
policy; a protracted regional or global financial or economic crisis;
and other risks and uncertainties, including those detailed in our SEC
filings, as well as future decisions by us. This news release does not
constitute an offer or solicitation as to any securities. References to
street or analyst earnings estimates mean those published by First Call.

Important Additional Information

GrafTech and its directors and executive officers may be deemed to be
participants in the solicitation of proxies in respect of the 2015
Annual Meeting. GrafTech has filed a preliminary proxy statement with
the U.S. Securities and Exchange Commission (the “SEC”) in connection
with the solicitation of proxies from GrafTech stockholders for the 2015
Annual Meeting. When completed, a definitive proxy statement and a form
of proxy will be mailed to GrafTech stockholders. STOCKHOLDERS ARE
STRONGLY ENCOURAGED TO READ THE PRELIMINARY PROXY STATEMENT, THE
DEFINITIVE PROXY STATEMENT AND ACCOMPANYING PROXY CARD WITH RESPECT TO
THE 2015 ANNUAL MEETING AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY
AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN
IMPORTANT INFORMATION. Detailed information regarding the identity of
potential participants, and their direct or indirect interests, by
security holdings or otherwise, is set forth in the proxy statement and
other materials to be filed with the SEC in connection with GrafTech’s
Annual Meeting. Information regarding the direct and indirect beneficial
ownership of GrafTech’s directors and executive officers in GrafTech
securities is set forth in the proxy statement and other materials to be
filed with the SEC in connection with GrafTech’s 2015 Annual Meeting.
Stockholders will be able to obtain free copies of the proxy statement,
any amendments or supplements to the proxy statement and other documents
filed with the SEC by GrafTech through the web site maintained by the
SEC at www.sec.gov
and on GrafTech’s web site at http://ir.graftech.com/.

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